Undisputed Claims Clause Samples

Undisputed Claims. If the Shareholders do not contest the Indemnified Party's claim(s) for indemnification, the Shareholders shall have 30 days to pay the Indemnified Party the amount of the claim in cash. If full payment is not made within such 30 day period, the Escrow Agent shall immediately sell a sufficient amount of the stock contained in the Escrow Account to pay such claim and shall disperse to the Indemnified Party the lesser of (i) the balance of the Escrow Account and any proceeds thereof, or (ii) the amount of such claim;

Undisputed Claims. A party (the “Indemnified Party”) may assert a Claim that it is entitled to, or may become entitled to, indemnification under this Agreement (whether arising from a Third-Party Suit or a direct claim) by giving written notice as promptly as is practicable of its Claim to the party or parties that are, or may become, required to indemnify the Indemnified Party (the “Indemnifying Party”, whether one or more), providing reasonable details of the facts giving rise to the Claim and a statement of the Indemnified Party’s Loss in connection with the Claim, to the extent such Loss is then known to the Indemnified Party and, otherwise, an estimate of the amount of the Loss that it reasonably anticipates that it will incur or suffer. The failure to make timely delivery of such written notice by the Indemnified Party to the Indemnifying Party shall not relieve the Indemnifying Party from any liability under this Section 6.3 with respect to such matter except to the extent (and only to the extent) the Indemnified Party is actually and materially prejudiced by the failure to give such notice. If the Indemnifying Party does not object to the Claim during the twenty (20) day period following the date of delivery of the Indemnified Party’s notice of its Claim (the “Objection Period”), the Claim shall be considered undisputed and the Indemnified Party shall be entitled to recover the amount of its actual Loss. The fact that a Claim is not disputed by the Indemnifying Party shall not constitute an admission or create any inference that the asserted Claim is valid for any purpose other than the indemnity obligation of the Indemnifying Party as to such Claim pursuant to this Article 6.

Undisputed Claims. NPI shall, if it agrees with JDS’s complaint, replace any such non-conforming Products with an equal quantity of Products complying with the Specifications at no cost to JDS and without undue delay subject to the provisions of Section 8.2 of this Agreement (force majeure). JDS shall dispose of any Products that are not in compliance with the Specifications at NPI cost, and in compliance with all applicable laws, except that JDS shall follow any reasonable instructions from NPI to return such Products to NPI, in which case, NPI shall provide JDS with a written certification that all Products returned to NPI were destroyed in accordance with applicable laws, rules, and regulations. NPI will reimburse JDS for the out-of-pocket costs of JDS for any Materials, including any active pharmaceutical ingredient, supplied by or paid for by JDS and contained in the non-conforming Products where the cause for the non-conforming product loss is within control of NPI. NPI shall not be responsible for active pharmaceutical ingredient, that is lost, spilled, scrapped or damaged in the ordinary course of business in an amount up to and including an agreed upon yield loss of the active pharmaceutical ingredient supplied by JDS or paid for by JDS. The ongoing yield loss percentage will be based on the first ten (10) production lots, and the percentage loss will be reached by mutual agreement between the Parties.

Undisputed Claims. If following receipt of a Claim (i) Escrow Agent receives from Seller written notice of consent or agreement to all or part of such Claim, (ii) an Objection Notice objects to only part of such Claim, or (iii) within the Objection Period, Seller shall not have delivered to Buyer and Escrow Agent an Objection Notice with regard to such Claim, then Escrow Agent shall promptly pay to Buyer from the Escrow Amount an amount equal to the part of such Claim that is consented to by Seller, uncontested, or requested by Buyer, as applicable, together with any interest or other investment income accrued thereon.

Undisputed Claims. Indevus shall, if it agrees with Esprit’s determination of non-conformance, replace any such non-conforming Finished Products and/or Samples with an equal quantity of Finished Products and/or Samples complying with the Specifications at no additional cost to Esprit and without undue delay; provided that Catalent, Helsinn and M▇▇▇▇▇ have not breached their respective obligations relating to the supply of Compound, Finished Products and/or Samples, as applicable, under the Catalent Agreements, the Helsinn Agreements, the M▇▇▇▇▇ Supply Agreement, respectively. Esprit shall dispose of any Finished Products and/or Samples that are not in compliance with the Specifications at Indevus’ cost, except that Esprit shall follow any reasonable instructions from Indevus to return to Indevus or its designee or otherwise dispose of such non-conforming Finished Products and/or Samples in another manner at Indevus’ cost. If Indevus is in agreement with the determination of non-conformance, Esprit may credit any amounts representing any charges relating to such non-conforming and replacement Finished Products and/or Samples or receive a refund of any amounts paid. In the event that any Finished Products and/or Samples shipment or Batch thereof is ultimately agreed or found to meet the Specifications, Esprit shall accept and pay for such shipment or Batch.

Undisputed Claims. Within three (3) Business Days of the date on which Escrow Agent is notified in writing that any claim by Buyer has become an Undisputed Claim, Escrow Agent shall transfer the number of whole Indemnification Escrow Shares and/or Supplemental Escrow Shares, as the case may be, to Buyer for its own account, or to a person or entity designated by Buyer, as the case may be, equal to the number of shares of the Undisputed Claim. If the number of Indemnification Escrow Shares and/or Supplemental Escrow Shares, as the case may be, are insufficient to satisfy in full the Undisputed Claim, then Escrow Agent shall then transfer all of the Indemnification Escrow Shares and/or Supplemental Escrow Shares, as the case may be, to Buyer, or to a person or entity designated by Buyer, as the case may be. Any distributions to Buyer or Seller (or their respective designee(s)) under this Agreement shall be made in accordance with Section 6 below.

Undisputed Claims. Supplier shall, if it agrees with ----------------- Interneuron's complaint, replace any such non-conforming Compound with an equal quantity of the Compound complying with the Specifications at no cost to Interneuron and without undue delay. Interneuron shall dispose of any Compound which is not in compliance with the Specifications at Supplier's cost, except that Interneuron shall follow any reasonable instructions from Supplier to return to Supplier or otherwise dispose of such non-conforming Compound in another manner at Supplier's cost.

Undisputed Claims. NPI shall, if it agrees with Celgene's non-conformance assessment, replace any such Products with an equal quantity of Products complying with the Specifications at no cost to Celgene and without undue delay subject to the provisions of Section 8.3 of this Agreement (force majeure). Celgene shall dispose of any Products which are not in compliance with the Specifications at NPI's cost, and in compliance with all applicable laws, except that, upon request, Celgene shall follow any reasonable instructions from NPI to return such Products to NP1 at NPI's cost.

Undisputed Claims. 10 Section 6.05.